Dyadic International (DYAI) discloses Nasdaq minimum bid-price deficiency notice

Rhea-AI Filing Summary

Dyadic International, Inc. reported that it received a Nasdaq deficiency notice on December 19, 2025 because its common stock failed to maintain the required minimum bid price of $1 per share for 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2). The notice does not immediately affect trading of the shares on the Nasdaq Capital Market.

The company has 180 calendar days, until June 17, 2026, to regain compliance by having its bid price close at or above $1 per share for at least 10 consecutive business days. If it does not regain compliance by that date, Dyadic may qualify for an additional 180-day grace period if it meets other initial listing standards and notifies Nasdaq of its plan to cure the deficiency. Otherwise, its shares could be subject to delisting, though Dyadic would have the right to appeal. The company states it plans to actively monitor its share price and evaluate options to address the issue.

Positive

• None.

Negative

• Nasdaq minimum bid-price deficiency and potential delisting risk after Dyadic’s shares traded below $1 for 30 consecutive business days, triggering a 180-day compliance window ending June 17, 2026.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price deficiency introduces delisting risk if Dyadic cannot lift its share price.

Dyadic International, Inc. has fallen out of compliance with Nasdaq’s minimum $1 bid price requirement after 30 consecutive business days below that level. This places the company in a formal remediation period under Nasdaq Listing Rule 5550(a)(2), although its stock continues to trade on the Nasdaq Capital Market for now.

The company has 180 calendar days, until June 17, 2026, to achieve a closing bid at or above $1 for at least 10 consecutive business days. Failure to do so could lead to a delisting notice unless Dyadic both qualifies for, and is granted, a second 180-day compliance period by meeting other initial listing standards and committing in writing to cure the deficiency.

If Dyadic ultimately cannot re-establish compliance, its common stock may be delisted from Nasdaq following any appeals process described in the rules. The company indicates it will actively monitor its share price and evaluate available options to regain compliance during the current grace period.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 19, 2025

Dyadic International, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-32513		45-0486747
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

1044 North U.S. Highway One, Suite 201

Jupiter, FL 33477

(Address of principal executive offices and zip code)

(561) 743-8333

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		DYAI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a)

On December 19, 2025, Dyadic International, Inc. (the “Company”) received a deficiency notice (the “Notice”) from the Nasdaq Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days the Company’s securities have not maintained the minimum bid price of at least $1 per share required by the continued listing requirements of Nasdaq Listing Rule 5550(a)(2). The Notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until June 17, 2026 (the “Compliance Date”), to regain compliance with the minimum bid price requirement by having the Company’s bid price close at $1 per share or more for a minimum of 10 consecutive business days before the Compliance Date (subject to the Staff’s discretion to extend this period under Nasdaq Listing Rule 5810(c)(3)(H)). If the Company does not regain compliance by the Compliance Date, the Company may be eligible for an additional 180-day period to regain compliance, provided that on the Compliance Date the Company meets the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on the Nasdaq Capital Market (except the bid price requirement) based on the Company’s most recent public filings and market information and provides Nasdaq with written notice of its intent to cure this deficiency. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for the second compliance period, and the Company does not regain compliance by the Compliance Date, the Staff will provide written notification that the Company’s common stock is subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq listing rules. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by Nasdaq to the panel, such appeal would be successful.

The Company intends to actively monitor the bid price of its common stock between now and the Compliance Date and, as appropriate, plans to evaluate available options to resolve the deficiency and regain compliance with the minimum bid price requirement.

Safe Harbor Regarding Forward-Looking Statements

This current report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, including those regarding the Company’s expectations, intentions, strategies, and beliefs pertaining to future events or future financial performance, including its plan to regain compliance with Nasdaq Listing Rule 5550(a)(2). Forward-looking statements involve many risks, uncertainties or other factors beyond the Company’s control. These factors include, but are not limited to, the following: (i) the Company’s history of net losses; (ii) the Company’s ability to maintain compliance with other Nasdaq continued listing standards and rules; (iii) the Company’s capital needs; and (iv) other factors impacting the Company’s business, results of operations and stock price, including market and regulatory acceptance of the Company’s microbial protein production platforms and other technologies, failure to commercialize the Company’s microbial protein production platforms or the Company’s other technologies, competition, including from alternative technologies, the results of nonclinical studies and clinical trials, changes in global economic and financial conditions, the Company’s reliance on information technology, the Company’s dependence on third parties, government regulations and environmental, social and governance issues, and intellectual property risks. For a more complete description of the risks that could cause the Company’s actual results to differ from the Company’s current expectations, please see the section entitled “Risk Factors” in the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”), as such factors may be updated from time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website and at www.dyadic.com. All forward-looking statements speak only as of the date made, and except as required by applicable law, the Company assumes no obligation to publicly update any such forward-looking statements for any reason after the date of this Current Report on Form 8-K to conform these statements to actual results or to changes in the Company’s expectations.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 23, 2025

	Dyadic International, Inc.
	By:	/s/ Ping Rawson
	Name:	Ping Rawson
	Title:	Chief Financial Officer

FAQ

Why did Dyadic International (DYAI) receive a Nasdaq deficiency notice?

Dyadic International received a Nasdaq deficiency notice because its common stock failed to maintain the required minimum bid price of $1 per share for the last 30 consecutive business days, as required by Nasdaq Listing Rule 5550(a)(2).

How long does Dyadic International (DYAI) have to regain Nasdaq bid-price compliance?

Dyadic has 180 calendar days, until June 17, 2026, to regain compliance by having its bid price close at $1 per share or more for at least 10 consecutive business days before that date.

Can Dyadic International (DYAI) get more time beyond June 17, 2026 to fix the bid-price issue?

If Dyadic does not regain compliance by June 17, 2026, it may be eligible for an additional 180-day period if, on that date, it meets the market value of publicly held shares requirement and all other initial Nasdaq Capital Market listing standards except the bid price, and it sends Nasdaq written notice of its intent to cure the deficiency.

Will Dyadic International’s (DYAI) stock be immediately delisted from Nasdaq because of this notice?

No. The company states that the Nasdaq deficiency notice has no immediate effect on the listing of its common stock on the Nasdaq Capital Market. Delisting would only occur if Dyadic ultimately fails to regain compliance and any appeals are unsuccessful.

What options does Dyadic International (DYAI) mention for addressing the Nasdaq bid-price deficiency?

Dyadic states that it intends to actively monitor the bid price of its common stock between now and the compliance date and, as appropriate, plans to evaluate available options to resolve the deficiency and regain compliance with the minimum bid price requirement.

Can Dyadic International (DYAI) appeal a potential Nasdaq delisting decision?

If Nasdaq staff determines that Dyadic’s common stock is subject to delisting, the company would receive written notification and could appeal the delisting determination to a hearings panel under applicable Nasdaq listing rules, although there is no assurance any appeal would succeed.